Lianhe Sowell details Nasdaq governance exemption

Lianhe Sowell International Group Ltd filed this report to clarify how it uses Nasdaq’s home country rule exemption for corporate governance.

Accepted by SEC EDGAR 03/26/2026 - 12:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Lianhe Sowell International Group Ltd filed this report to clarify how it uses Nasdaq’s home country rule exemption for corporate governance. As a Cayman Islands company listed on Nasdaq, it may follow Cayman practices instead of certain Nasdaq rules under Nasdaq Rule 5615(a)(3).

The company confirms it has elected to be exempt from Nasdaq Rule 5635, which normally requires shareholder approval before issuing securities in situations such as major acquisitions, changes of control, significant equity compensation plans, or large discounted private issuances. Its Cayman counsel, Ogier, has certified to Nasdaq that Cayman law and the company’s governing documents do not require such shareholder approval.

Aside from this election under Rule 5635, the company states there are no material differences between its corporate governance practices and those of U.S. domestic companies listed on Nasdaq.

FAQ

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What does Lianhe Sowell (LHSW) clarify in this Form 6-K?

Lianhe Sowell clarifies how it uses Nasdaq’s home country rule exemption. It explains that, as a Cayman Islands issuer, it follows Cayman corporate practices instead of certain Nasdaq requirements, specifically around shareholder approvals for some equity and control-related transactions under Nasdaq Rule 5635.

What is the Nasdaq home country rule exemption used by Lianhe Sowell (LHSW)?

The Nasdaq home country rule exemption allows foreign issuers to follow their home country’s governance practices. Lianhe Sowell states that, under Nasdaq Rule 5615(a)(3), it follows Cayman Islands law rather than specific Nasdaq shareholder approval rules for certain securities issuances and corporate actions.

How does Lianhe Sowell (LHSW) treat Nasdaq Rule 5635 shareholder approval requirements?

Lianhe Sowell has elected to be exempt from Nasdaq Rule 5635 shareholder approval requirements. That rule typically covers stock-for-deal acquisitions, changes of control, equity compensation plans, and large discounted private issuances, but the company relies on Cayman law instead for these types of transactions.

What role did Ogier play in Lianhe Sowell’s (LHSW) governance disclosure?

Ogier, Lianhe Sowell’s Cayman Islands counsel, provided a letter to Nasdaq. The letter certifies that Cayman law and the company’s constitutional documents do not prohibit issuing securities without prior shareholder approval in circumstances where Nasdaq Rule 5635 would otherwise require such approval.

Are Lianhe Sowell’s (LHSW) governance practices different from U.S. Nasdaq companies?

The company states that, apart from its election to be exempt from Nasdaq Rule 5635, there are no material differences. Its corporate governance practices otherwise align with those required for U.S. domestic companies listed on The Nasdaq Stock Market.

Why is Lianhe Sowell (LHSW) updating its home country rule disclosure now?

Lianhe Sowell is using this report to clarify prior disclosure in its Form 20-F. The update specifically addresses how it applies the Nasdaq home country rule exemption and its election not to follow Nasdaq Rule 5635 shareholder approval requirements for certain securities issuances.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number 001- 42579

LIANHE SOWELL INTERNATIONAL GROUP LTD

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant’s Name into English)

15th Floor, Sannuo Smart Building,

No. 3388 Binhai Ave, Binhai Community,

Nanshan District, Shenzhen, China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒         Form 40-F ☐

Explanatory Note

This current report on Form 6-K is being filed to clarify the home country rule exemption disclosure in our Form 20-F for the fiscal year ended March 31, 2025, specifically, in reference to Nasdaq Rules 5635 (as defined below).

Corporate Governance

As a foreign private issuer, we are permitted, in lieu of certain requirements of the NASDAQ Stock Market Marketplace Rules (the “Nasdaq Rules”) and subject to certain exceptions, to follow the practices of our home country, which for the purpose of such rules is the Cayman Islands, pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3).

We elected to be exempt from the requirements under Nasdaq Rules 5635. Nasdaq Rules 5635 generally provides that shareholder approval is required prior to issuance (or potential issuance) of securities in relation to (i) the acquisition of the stock or assets of another company; (ii) a change of control, (iii) the establishment or amendment of certain equity based compensation plans and arrangements; and (iv) transactions other than public offerings whereby there is a 20% Issuance at a price that is less than the Minimum Price, as defined in Nasdaq Rules 5635(d). Our Cayman Islands counsel, Ogier, has provided a letter to Nasdaq certifying that under Cayman Islands law and our amended and restated memorandum and articles of association, we are not prohibited from issuing securities without first obtaining shareholder approval where such issuance of securities otherwise requires shareholder approval under Nasdaq Rules 5635.

Except for the foregoing, there are no material differences in our corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 26, 2026	LIANHE SOWELL INTERNATIONAL GROUP LTD
	By:	/s/ Yue Zhu
		Yue Zhu
		Chief Executive Officer and Chairman of the Board of Directors

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